Debt |
9 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| Debt | Note 8 — Debt Significant Financing Activities The following significant financing activities occurred during Fiscal 2026. AmeriGas Propane AmeriGas Partners Senior Notes. In May 2026, AmeriGas Partners and AmeriGas Finance Corp. issued $500 aggregate principal amount of 6.875% Senior Notes due June 2031. The net proceeds from the issuance of the 6.875% Senior Notes, together with cash on hand and a $300 equity contribution from UGI, funded through a dividend from UGI International, LLC, were used to (1) repay in full the $512 outstanding principal balance of the 5.750% Senior Notes, due May 2027, pursuant to a tender offer and notice of redemption, plus tender and make-whole premiums and accrued and unpaid interest; (2) repurchase $175 aggregate principal amount of the 9.375% Senior Notes, due June 2028, pursuant to a tender offer, plus tender premiums and accrued and unpaid interest, resulting in $318 aggregate principal amount of 9.375% Senior Notes outstanding as of June 30, 2026; (3) repay in full the $150 outstanding borrowings of the intercompany loan with UGI International, plus accrued and unpaid interest; and (4) pay related fees and expenses. The 6.875% Senior Notes rank equally with AmeriGas Partners’ existing and future senior unsecured indebtedness and contain customary covenants and default provisions. UGI International UGI International Senior Notes. In May 2026, UGI International, LLC issued €300 aggregate principal amount of 5.00% Senior Notes due June 2031. The net proceeds from the issuance of the 5.00% Senior Notes, together with the $150 intercompany loan repayment received from AmeriGas Partners, were used to (1) prepay €70 aggregate principal amount of the Term Loan, due March 2028, plus accrued and unpaid interest, resulting in €230 aggregate principal amount of the Term Loan outstanding as of June 30, 2026; (2) pay related fees and expenses; (3) reduce short-term borrowings; and (4) fund general corporate purposes. The 5.00% Senior Notes rank equally with UGI International's existing and future senior unsecured indebtedness, including borrowings under the Credit Facilities Agreement, and contain customary covenants and default provisions. We have designated the UGI International 5.00% Senior Notes as a net investment hedge. Utilities UGI Utilities Senior Notes. In July 2025, UGI Utilities entered into a note purchase agreement with a consortium of lenders. Pursuant to the note purchase agreement, in November 2025, UGI Utilities issued $150 aggregate principal amount of 5.10% Senior Notes due November 15, 2030, and $125 aggregate principal amount of 5.68% Senior Notes due November 15, 2035. UGI Utilities used the net proceeds from the issuance of these senior notes to (1) repay the $100 outstanding principal balance of the 1.59% Senior Notes, due June 2026 and $75 outstanding principal balance of the 1.64% Senior Notes, due September 2026; (2) reduce short-term borrowings; and (3) for general corporate purposes. These senior notes are unsecured and rank equally with UGI Utilities’ existing outstanding senior debt. The note purchase agreement contains customary covenants and default provisions and requires compliance with certain financial covenants including a leverage ratio and priority debt ratio as defined in the agreement. In June 2026, UGI Utilities repaid the $100 outstanding principal balance of the 2.95% Senior Notes due June 2026 upon maturity. Midstream & Marketing Energy Services Term Loan Credit Agreement. In June 2026, Energy Services entered into the fourth amendment to the Energy Services Term Loan Credit Agreement. The Energy Services Term Loan Credit Agreement, as amended, provides, among other items, that the applicable margin shall be 2.00% per annum for Term SOFR loans and 1.00% per annum for base rate loans. All other significant terms of the term loan credit agreement remain unchanged. Energy Services Receivables Facility. Energy Services has a Receivables Facility with an issuer of receivables-backed commercial paper. In October 2025, the expiration date of the Receivables Facility was extended to October 2026. The Receivables Facility provides Energy Services with the ability to borrow up to $150 of eligible receivables during the period October 17, 2025 to April 30, 2026, and up to $75 of eligible receivables during the period May 1, 2026 to October 16, 2026, with the option to request consent for an increase of $50. Energy Services uses the Receivables Facility to fund working capital, margin calls under commodity futures contracts, capital expenditures, dividends and for general corporate purposes. UGI Corporation UGI Corporation Senior Notes. The Company has $700 aggregate principal amount of outstanding 5.00% UGI Corporation Senior Notes due June 2028. The UGI Corporation Senior Notes are convertible subject to the occurrence of certain events and circumstances. As of June 30, 2026, none of the events permitting the noteholders to convert their notes early existed. Accordingly, the UGI Corporation Senior Notes are classified as “Long-term debt” on the Condensed Consolidated Balance Sheet. For the three and nine months ended June 30, 2026 and 2025, the Company recognized $10 and $30, respectively, in both periods, of interest expense, including amortization of debt issuance costs, related to the UGI Corporation Senior Notes at the effective interest rate of 5.68% for all periods. We estimate the fair value of long-term debt by using current market rates and by discounting future cash flows using rates available for similar type debt (Level 2). The estimated fair values of the UGI Corporation Senior Notes were $944 and $894 at June 30, 2026 and September 30, 2025, respectively. See the Company’s 2025 Annual Report for additional information on our UGI Corporation Senior Notes. Loss on Extinguishments of Debt In conjunction with the amendment to the Energy Services Term Loan Credit Agreement and the early repayments of AmeriGas Partners’ Senior Notes, during the third quarter of Fiscal 2026, the Company recognized a pre-tax loss of $15, primarily comprising tender and make whole premiums and the write-off of unamortized debt issuance costs. During the third quarter of Fiscal 2025, pursuant to a tender offer and notice of redemption, AmeriGas Partners repaid in full all AmeriGas Partners’ 5.875% Senior Notes having an aggregate principal balance of $664. During the third quarter of Fiscal 2025, the Company recognized a pre-tax loss of $10, primarily related to AmeriGas Propane, comprising tender and make whole premiums and the write-off of unamortized debt issuance costs. Losses in connection with early repayment of debt are reflected in “Loss on extinguishments of debt” on the Condensed Consolidated Statements of Income. Supplemental Cash Flow Information The Company regularly uses its credit facilities (other than the UGI Corporation 2025 Credit Agreement) and, in the case of Energy Services, the Receivables Facility, to support its working capital needs with borrowings of $1,809 and repayments of $1,958 during the nine months ended June 30, 2026.
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